**SCHEDULE 8A** 

  

 **PART 1** 

  

 **FORM OF LESSEE LEGAL OPINION (IN-HOUSE)** 

  

 [Lessor 

 c/o GE Capital Aviation Services, Inc. 

 201 High Ridge Road 

 Stamford, Connecticut 06927 

  

 Attn: General Counsel] 

 [Date] 

 Ladies and Gentlemen: 

  

 This opinion letter is being delivered by AirTran Airways, Inc. (“AirTran”), a Delaware corporation, through its Legal Department, in connection
with the Aircraft Lease Agreement, dated as of August 15, 2003 (the “Agreement”), by and between AFS Investments [    ] LLC (the “Lessor”) and AirTran in respect of one Boeing model 737-700 aircraft with
manufacturer’s serial number              together with the two (2) installed CFM International model CFM56-7B20 engines (the “Aircraft”). As used herein the term
“Agreement” means and includes the Aircraft Lease Agreement that incorporates the Common Terms Agreement (as defined therein). This opinion letter also is being delivered in connection with the Guarantee (the “Guarantee”), dated
as of August 15, 2003, issued by AirTran Holdings, Inc. (“Holdings”). Terms defined in the Agreement and not in this opinion letter have the same meanings as in the Agreement.